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Notice of extraordinary general meeting in InCoax Networks AB (publ)
The shareholders of InCoax Networks AB (publ) are invited to the extraordinary general meeting to be held on Friday 13 November 2026 at 09.00 CET, at the company's premises at Ideon Science Park, Mobilvägen 10, Lund, Sweden.
In case of any discrepancy between the English and Swedish language versions of this document, the Swedish language version shall prevail.
RIGHT TO PARTICIPATE AND NOTIFICATION
Shareholders wishing to participate in the meeting must:
- be listed in the company's share register kept by Euroclear Sweden AB as of Thursday 5 November 2026; and
- have notified their attendance in writing no later than Monday 9 November 2026 to InCoax Networks AB, att: Bolagsstämma, Mobilvägen 10, SE-223 62 Lund, Sweden. Notification can also be done by telephone, +46 73-319 24 85 or by e-mail to [email protected]. The notification should specify the shareholder's complete name, personal identity number or company identity number, the number of shares held by the shareholder, address, telephone number during work hours and, when applicable, information on advisers (no more than two).
TRUSTEE-REGISTERED SHARES
Shareholders whose shares are trustee-registered in the name of a bank or other trustee must, to be able to exercise their voting rights at the meeting, request the trustee to register their shares in their own name with Euroclear Sweden AB (so called "voting rights registration"). Such voting rights registration must be implemented by the trustee no later than as of Monday 9 November 2026. Accordingly, shareholders must well in advance before this date notify their trustee of their request of such voting rights registration.
PROXY ETC.
If shareholders are to be represented by a proxy, the proxy must have a written, dated and by the shareholder signed power of attorney for the meeting. The power of attorney may not be older than one year, unless a longer period of validity (however, a maximum of five years) has been stated in the power of attorney. If the power of attorney has been issued by a legal entity, the representative must also have the relevant certificate of registration or equivalent authorization document for the legal entity. To facilitate access, a copy of the power of attorney and other authorization documents should be attached to the notification to the meeting. A template power of attorney is available on the company's website (www.incoax.com) and is sent by post to shareholders who contact the company and state their address.
PROPOSED AGENDA
0. Opening of the meeting.
1. Election of Chairman of the meeting.
2. Preparation and approval of the register of voters.
3. Approval of the agenda.
4. Election of one or two persons to confirm the minutes.
5. Determination as to whether the meeting has been duly convened.
6. Resolution on (A) amendment of the Articles of Association; and (B) decrease of the share capital for allocation to unrestricted shareholders' equity.
7. Resolution on amendment of the Articles of Association.
8. Resolution on approval of the Board of Directors' resolution on rights issue of shares.
9. Closing of the meeting.
PROPOSED RESOLUTIONS
Item 6: Resolution on (A) amendment of the Articles of Association; and (B) decrease of the share capital for allocation to unrestricted shareholders' equity
The Board of Directors proposes that the meeting resolves on (A) amendment of the Articles of Association; and (B) decrease of the share capital for allocation to unrestricted shareholders' equity, in accordance with what is set out below.
A. Amendment of the Articles of Association
The Board of Directors proposes that the meeting resolves to amend the company's Articles of Association in accordance with the following:
§ 4 Share capital
Current wording
The share capital of the company shall be no less than SEK 18,000,000 and no more than SEK 72,000,000.
Proposed wording
The share capital of the company shall be no less than SEK 1,400,000 and no more than SEK 5,600,000.
B. Decrease of the share capital for allocation to unrestricted shareholders' equity
The Board of Directors further proposes that the extraordinary general meeting resolves to reduce the share capital by SEK 35,954,000.16 for allocation to unrestricted shareholders' equity, without the cancellation of shares. The reason for the Board of Directors' proposal to reduce the company's share capital under this item B is to improve the ratio between the share capital and unrestricted equity.
As a statement pursuant to Chapter 20, Section 13 of the Swedish Companies Act (2005:551), the Board of Directors may state the following. The resolution to reduce the company's share capital in accordance with the proposal in this item B may be implemented without authorization from the Swedish Companies Registration Office or a general court, since the company will simultaneously carry out a rights issue of shares, which means that neither the company's restricted equity nor its share capital, will be reduced. The proposed resolution to approve the Board of Director's resolution regarding the rights issue is set forth in item 8 on the agenda for the meeting.
The effect of the Board of Director's proposal regarding the reduction of the share capital under this item will be that the share capital and restricted equity will decrease by SEK 35,954,000.16 to SEK 1,498,083.34, whereby the quota value of the share will simultaneously decrease from SEK 0.25 to SEK 0.01. In connection with the registration of the decrease with the Swedish Companies Registration Office, an increase in share capital at least equal to the proposed decrease will also be registered, so that neither the company's restricted equity nor its total share capital will decrease.
The Board of Directors' proposals under A-B above constitutes a joint proposal and shall be resolved upon as a joint resolution.
The resolution is conditional upon the meeting also resolving in accordance with items 7 and 8 in the notice.
Item 7: Resolution on amendment of the Articles of Association
In order to enable the rights issue of shares proposed under item 8 of the notice, the Board of Directors proposes that the meeting resolve to amend the company's Articles of Association by adopting new limits for the share capital and the number of shares in accordance with the following.
Amendments to the Articles of Association
§4 Share capital
Current wording
The share capital of the company shall be no less than SEK 1,400,000 and no more than SEK 5,600,000.
Proposed wording
The share capital of the company shall be no less than SEK 40,000,000 and no more than SEK 160,000,000.
§5 Number of shares
Current wording
The number of shares shall not be less than 72,000,000 and shall not exceed 288,000,000.
Proposed wording
The number of shares shall not be less than 4,000,000,000 and shall not exceed 16,000,000,000.
The resolution is conditional upon the meeting also resolving in accordance with items 6 and 8 in the notice.
Item 8: Resolution on approval of the Board of Directors' resolution on rights issue of shares
The Board of Directors proposes that the meeting resolve to approve the Board of Directors' resolution of 13 October 2026, to increase the company's share capital by a maximum of SEK 44,942,500.20 (taking into account the new quota value following the reduction in share capital that the Board of Directors has proposed that the meeting approve and which is set forth in item 6 on the agenda for the meeting) through a rights issue of a maximum of 4,494,250,020 new shares, and on the following terms and conditions:
- SEK 0.01 shall be paid for each share.
- Subscription of shares with preferential rights is made by the exercise of subscription rights. The right to receive subscription rights to subscribe for new shares with preferential rights shall be granted to those who are registered as shareholders on the record date and thereby are allotted subscription rights in relation to their shareholding as of the record date.
- The record date for participation in the rights issue shall be 17 November 2026.
- One (1) existing share entitles to one (1) subscription right and one (1) subscription right entitle to subscription of thirty (30) new share.
- If not all shares are subscribed for by exercise of subscription rights, allotment of the remaining shares shall be made within the highest amount of the issue:
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- firstly, to those who have subscribed for shares by exercise of subscription rights (regardless of whether they were shareholders on the record date or not) and who have applied for subscription of shares without exercise of subscription rights and if allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of subscription rights that each and every one of those, who have applied for subscription of shares without exercise of subscription rights, have exercised for subscription of shares;
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- secondly, to those who have applied for subscription of shares without exercise of subscription rights and if allotment to these cannot be made in full, allotment shall be made pro rata in relation to the number of shares the subscriber in total has applied for subscription of; and
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- thirdly, to those who have provided guarantee commitments with regard to subscription of shares, in proportion to such guarantee commitments.
To the extent that allotment in any section above cannot be done pro rata, allotment shall be determined by drawing of lots.
- Subscription of shares by exercise of subscription rights shall be made through cash payment, or in the case of Saugatuck Invest AB, by signing the subscription list, during the period from and including 19 November 2026 up to and including 3 December 2026. Subscription of shares without exercise of subscription rights shall be made on a separate subscription list during the same time period. Payment for shares subscribed for without exercise of subscription rights is to be made no later than two banking days after notice on the allotment has been sent to the subscriber through promissory note.
The Board of Directors shall have the right to prolong the time period for subscription and payment.
- Saugatuck Invest AB shall have the right and obligation to make payment by way of set-off against a loan granted in accordance with the Board of Directors' separate report on set-off. Set-off shall be carried out upon signing a separate subscription list.
- In the event that a subscriber subscribes for shares that entail that the subscriber's total shareholding exceeds a limit that entails a notification obligation in accordance with the Swedish Screening of Foreign Direct Investments Act (Sw. lagen (2023:560), allotment shall initially only be made at a level whereby the subscriber is below the said limit, and allotment of an excess part of the subscription shall be conditional upon i) the subscriber fulfilling its notification obligation; and (ii) the Inspectorate of Strategic Products (Sw. Inspektionen för strategiska produkter) makes a decision on the basis of the subscriber's notification to the effect that allotment may take place. Payment for such shares shall then be made no later than the third banking day after the conditions for allotment have been fulfilled.
- The new shares convey right to dividends as from the first record date for dividends occurring after the issue resolution.
The resolution is conditional upon the meeting also resolving in accordance with items 6-7 in the notice.
OTHER INFORMATION
The shareholder Saugatuck Invest AB ("Saugatuck"), which is controlled by the chairman of the board Peter Agardh, has received an exemption from the Swedish Securities Council (see AMN 2026:56) from the mandatory bid obligation that could arise in connection with Saugatuck's subscription of its share of the rights issue pro rata and upon fulfilment of a guarantee undertaking given by Saugatuck to subscribe for the shares that other shareholders do not subscribe for.
The exemption is conditional upon 1) the shareholders being informed prior to the extraordinary general meeting of the Company of the maximum amount of capital and voting rights that Saugatuck can receive by subscribing for shares in addition to its preferential share, and that 2) the issue resolution is supported by shareholders representing at least two-thirds of both the votes cast and the shares represented at the meeting, whereby the shares held and represented at the meeting by Saugatuck shall be disregarded in the counting of votes. Saugatuck's capital and voting share in the Company may amount to a maximum of approximately 97.6 percent if Saugatuck subscribes for its pro rata share of the rights issue and fulfils the guarantee commitment.
PARTICULAR MAJORITY REQUIREMENTS
For valid resolutions on the proposals pursuant to items 6-8, the proposals have to be supported by shareholders representing at least two-thirds of the votes cast as well as of all shares represented at the meeting.
SHAREHOLDERS' RIGHT TO INFORMATION
Shareholders present at the meeting are entitled to request information regarding circumstances which may affect the assessment of a matter on the agenda according to chapter 7 section 32 paragraph 1 of the Swedish Companies Act (Sw. aktiebolagslagen (2005:551)).
MEETING DOCUMENTS
Complete proposals for resolutions and ancillary documents pursuant to the Swedish Companies Act, are presented by being kept available at the company's office at Ideon Science Park, Mobilvägen 10, SE-223 62 Lund, Sweden, and at the company's website (www.incoax.com) as from no later than three weeks before the meeting and will also be sent to shareholders who request it and provide their address. Copies of the documents will also be available at the meeting.
PROCESSING OF PERSONAL DATA
For information on how your personal data is processed, see
https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
NUMBER OF SHARES AND VOTES IN THE COMPANY
The total number of shares and votes in the company amounts to 149,808,334. The company does not hold any own shares.
____________________
Lund in October 2026
InCoax Networks AB (publ)
The Board of Directors
For further information, please contact:
Jakob Tobieson, CEO, InCoax Networks AB
[email protected]
+46 (0) 764 955 260
This information was submitted for publication, through the agency of the contact person set out above, on 13 October 2026, at 19:30 CEST.
About InCoax Networks AB
InCoax Networks AB (publ) re-purposes existing property coaxial networks in fiber and fixed wireless access (FWA) extension deployments for Communication Service Providers (CSP) globally. The technology is a high-performance, future-proof, reliable and cost-effective complement, that reduces installation time and improves take-up rate, to boost digital inclusion and Internet access for all. www.incoax.com
To keep updated on corporate information, visit incoax.com. Tapper Partners AB,
tel. +46 (0)70 44 010 98, [email protected], is acting as the company's Certified Adviser.